VerifyMe (VRME) 10-Q 13 Aug 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 09, 2021
Cover [Abstract]
Document Type	10-Q
Entity Central Index Key	0001104038
Document Period End Date	Jun. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39332
Entity Registrant Name	VERIFYME, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	23-3023677
Entity Address, Address Line One	Clinton Square, 75 S. Clinton Ave
Entity Address, Address Line Two	Suite 510
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14604
City Area Code	585
Local Phone Number	736-9400
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRME
Name of Exchange on which Security is Registered	NASDAQ
Number of common stock shares outstanding		7,343,932

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 11,362	$ 7,939
Accounts Receivable	143	31
Due from related parties	2,952
Prepaid expenses and other current assets	120	177
Inventory	54	54
TOTAL CURRENT ASSETS	14,631	8,201
INVESTMENTS
Equity Investment	11
PROPERTY AND EQUIPMENT
Equipment for lease, net of accumulated amortization of $77 and $50 as of June 30, 2021 and December 31, 2020	218	200
INTANGIBLE ASSETS
Patents and Trademarks, net of accumulated amortization of $337 and $320 as of June 30, 2021 and December 31, 2020, respectively	332	293
Capitalized Software Costs, net of accumulated amortization of $32 and $20 as of June 30, 2021 and December 31, 2020, respectively	146	80
TOTAL ASSETS	15,338	8,774
CURRENT LIABILITIES
Accounts payable and other accrued expenses	423	383
TOTAL CURRENT LIABILITIES	423	383
LONG-TERM LIABILITIES
Term Note		72
TOTAL LIABILITIES	423	455
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 675,000,000 authorized; 7,435,005 and 5,603,888 issued, 7,360,478 and 5,596,877 shares outstanding as of June 30, 2021 and December 31, 2020, respectively	7	6
Additional paid in capital	85,495	76,099
Treasury stock as cost; 74,527 and 7,011 shares at June 30, 2021 and December 31, 2020, respectively	(341)	(113)
Accumulated deficit	(70,246)	(67,673)
STOCKHOLDERS' EQUITY	14,915	8,319
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	15,338	8,774
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accumulated amortization, equipment for Lease	$ 77	$ 50
Accumulated amortization, patent and trademarks	337	320
Accumulated amortization, capitalized software costs	$ 32	$ 20
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	675,000,000	675,000,000
Common stock, issued	7,435,005	5,603,888
Common stock, outstanding	7,360,478	5,596,877
Treasury stock, shares	74,527	7,011
Series A Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	37,564,767	37,564,767
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	85	85
Preferred stock, issued	0.85	0.85
Preferred stock, outstanding	0.85	0.85

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
NET REVENUE
Sales		$ 124	$ 75	$ 312	$ 167
COST OF SALES		26	13	69	30
GROSS PROFIT		98	62	243	137
OPERATING EXPENSES
General and administrative	[1]	895	432	1,684	970
Legal and accounting		88	68	214	137
Payroll expenses	[1]	234	225	427	319
Research and development		12		17
Sales and marketing	[1]	297	79	544	122
Total Operating expenses		1,526	804	2,886	1,548
LOSS BEFORE OTHER INCOME (EXPENSE)		(1,428)	(742)	(2,643)	(1,411)
OTHER INCOME (EXPENSE), NET
Interest income (expenses), net			(1,911)		(2,054)
Loss on extinguishment of debt					(280)
Payroll Protection Program Debt Forgiveness		70		70
TOTAL OTHER INCOME (EXPENSE), NET		70	(1,911)	70	(2,334)
NET LOSS		$ (1,358)	$ (2,653)	$ (2,573)	$ (3,745)
LOSS PER SHARE
BASIC		$ (0.18)	$ (1.04)	$ (0.37)	$ (1.56)
DILUTED		$ (0.18)	$ (1.04)	$ (0.37)	$ (1.56)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC		7,391,864	2,549,844	6,991,690	2,394,948
DILUTED		7,391,864	2,549,844	6,991,690	2,394,948
[1]	Includes share-based compensation of $569 and $1,007 for the three and six months ended June 30, 2021, respectively, and $365 and $688 for the three and six months ended June 30, 2020, respectively.

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Stock-based compensation	$ 569	$ 365	$ 1,007	$ 688

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,573)	$ (3,745)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	23	50
Fair value of options in exchange for services	85	485
Fair value of restricted stock awards issued in exchange for services	565	99
Fair value of restricted stock units issued in exchange for services	277
Payroll Protection Program Debt Forgiveness	(70)
Fair value of warrants in exchange for services		54
Loss on Extinguishment of Debt		280
Amortization of debt discount		1,992
Common stock issued for interest expense		61
Amortization and depreciation	55	47
Changes in operating assets and liabilities:
Accounts Receivable	(112)	35
Due from related parties	(15)
Inventory	1	(4)
Prepaid expenses and other current assets	57	(15)
Accounts payable and accrued expenses	39	(38)
Net cash used in operating activities	(1,668)	(699)
CASH FLOWS FROM INVESTING ACTIVITIES
Due from related parties – deposit and prepaid expenses on investment	(2,937)
Purchase of Patents	(55)	(29)
Purchase of Equipment for lease	(45)	(22)
Purchase of equity investment	(11)
Capitalized Software Costs	(77)
Net cash used in investing activities	(3,125)	(51)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of securities	8,447	9,023
Proceeds from issuance of notes payable		72
Repayments of notes payable	(3)
Repayment of bridge financing and early redemption fee		(750)
Proceeds from convertible debt, net of costs		1,747
Increase in treasury shares (share repurchase program)	(228)
Net cash provided by financing activities	8,216	10,092
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,423	9,342
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	7,939	253
CASH AND CASH EQUIVALENTS - END OF PERIOD	11,362	9,595
Cash paid during the period for:
Interest		1
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common Stock issued in relation to conversion of 2020 Debentures and warrant cancellation		1,992
Relative fair value of common stock issued in connection with 2020 Debentures		34
Relative fair value of warrants issued in connection with 2020 Debentures		1,063
Beneficial conversion feature in connection with 2020 Debentures		650
Common stock issued to settle accrued payroll		$ 119

Statement of Stockholders' Equi

Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Dec. 31, 2019			$ 2,000	$ 61,815,000	$ (113,000)	$ (61,771,000)	$ (67,000)
Balance at beginning (in shares) at Dec. 31, 2019		0.85	2,232,112		7,011
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of stock options				485,000			485,000
Restricted stock awards, net of shares withheld for employee tax				218,000			218,000
Restricted stock awards, net of shares withheld for employee tax (in shares)			37,500
Fair value of warrants issued for services				54,000			54,000
Common stock issued in connection with 2020 Debentures				66,000			66,000
Common stock issued in connection with 2020 Debentures (in shares)			19,208
Beneficial conversion feature in connection with 2020 Debentures				650,000			650,000
Warrants issued in connection with 2020 Debentures				1,063,000			1,063,000
Common Stock in relation to Conversion of 2020 Debentures and interest expense and cancellation of warrants			$ 1,000	2,052,000			2,053,000
Common Stock in relation to Conversion of 2020 Debentures and interest expense and cancellation of warrants (in shares)			816,713
Common stock issued for services				18,000			18,000
Common stock issued for services (in shares)			3,335
Common stock in relation to public offering of securities			$ 2,000	9,021,000			9,023,000
Common stock in relation to public offering of securities (in shares)			2,253,913
Cancellation of common stock (in shares)			(19,401)
Net loss						(3,745,000)	(3,745,000)
Balance at ending at Jun. 30, 2020			$ 5,000	75,442,000	$ (113,000)	(65,516,000)	9,818,000
Balance at ending (in shares) at Jun. 30, 2020		0.85	5,343,380		7,011
Balance at beginning at Mar. 31, 2020			$ 2,000	63,884,000	$ (113,000)	(62,863,000)	910,000
Balance at beginning (in shares) at Mar. 31, 2020		0.85	2,252,653		7,011
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of stock options				268,000			268,000
Restricted stock awards, net of shares withheld for employee tax				153,000			153,000
Restricted stock awards, net of shares withheld for employee tax (in shares)			37,500
Fair value of warrants issued for services				54,000			54,000
Common Stock in relation to Conversion of 2020 Debentures and interest expense and cancellation of warrants			$ 1,000	2,052,000			2,053,000
Common Stock in relation to Conversion of 2020 Debentures and interest expense and cancellation of warrants (in shares)			816,713
Common stock issued for services				10,000			10,000
Common stock issued for services (in shares)			2,002
Common stock in relation to public offering of securities			$ 2,000	9,021,000			9,023,000
Common stock in relation to public offering of securities (in shares)			2,253,913
Cancellation of common stock (in shares)			(19,401)
Net loss						(2,653,000)	(2,653,000)
Balance at ending at Jun. 30, 2020			$ 5,000	75,442,000	$ (113,000)	(65,516,000)	9,818,000
Balance at ending (in shares) at Jun. 30, 2020		0.85	5,343,380		7,011
Balance at beginning at Dec. 31, 2020			$ 6,000	76,099,000	$ (113,000)	(67,673,000)	8,319,000
Balance at beginning (in shares) at Dec. 31, 2020		0.85	5,596,877		7,011
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of stock options				85,000			85,000
Restricted stock awards, net of shares withheld for employee tax				565,000			565,000
Restricted stock awards, net of shares withheld for employee tax (in shares)			75,691
Restricted Stock Units				277,000			277,000
Common stock issued for services				23,000			23,000
Common stock issued for services (in shares)			5,426
Common stock in relation to public offering of securities			$ 1,000	8,446,000			8,447,000
Common stock in relation to public offering of securities (in shares)			1,750,000
Repurchase of Common Stock					$ (228,000)		(228,000)
Repurchase of Common Stock (in shares)			(67,516)		67,516
Net loss						(2,573,000)	(2,573,000)
Balance at ending at Jun. 30, 2021			$ 7,000	85,495,000	$ (341,000)	(70,246,000)	14,915,000
Balance at ending (in shares) at Jun. 30, 2021		0.85	7,360,478		74,527
Balance at beginning at Mar. 31, 2021			$ 7,011	84,983,000	$ (113,000)	(68,888,000)	15,989,000
Balance at beginning (in shares) at Mar. 31, 2021		0.85	7,359,042		7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock awards, net of shares withheld for employee tax				350,000			350,000
Restricted stock awards, net of shares withheld for employee tax (in shares)			65,691
Restricted Stock Units				149,000			149,000
Common stock issued for services				13,000			13,000
Common stock issued for services (in shares)			3,261
Repurchase of Common Stock					$ (228,000)		(228,000)
Repurchase of Common Stock (in shares)			(67,516)		67,516
Net loss						(1,358,000)	(1,358,000)
Balance at ending at Jun. 30, 2021			$ 7,000	$ 85,495,000	$ (341,000)	$ (70,246,000)	$ 14,915,000
Balance at ending (in shares) at Jun. 30, 2021		0.85	7,360,478		74,527

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. The Company is a technology solutions provider specializing in brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, consumer engagement, and track and trace features for labels, packaging and products. Until 2018, the Company primarily engaged in the research and development of its technologies. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS TM TM TM TM TM TM TM TM The Company’s activities are subject to significant risks and uncertainties, including its ability to successfully commercialize its technologies and the need to further develop the Company’s intellectual property. Reclassifications Certain amounts presented for the three and six months ended June 30, 2021 reflect reclassifications made to conform to the presentation in our current reporting period. Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2021. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Equity Investments Equity investments are reported at fair value with changes in unrecognized gains or losses included in other income on the statement of operations. 9 Table of Contents Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. During the three and six months ended June 30, 2021, the Company’s revenues were primarily made up of revenue generated from printing labels and through our product authentication technology, as we expanded into the personal protective equipment industry in the first quarter of 2021. Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three and six months ended June 30, 2021 and 2020, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three and six months ended June 30, 2021, there were approximately 4,338,000 anti-dilutive shares consisting of 465,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. For the three and six months ended June 30, 2020, there were approximately 4,369,000 anti-dilutive shares consisting of 446,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock.

EQUITY INVESTMENT

EQUITY INVESTMENT	6 Months Ended
	Jun. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENT	NOTE 2 – EQUITY INVESTMENT On February 26, 2021, the Company formed VMEA Holdings Inc. (the “Sponsor Entity”), a Delaware corporation and wholly owned subsidiary of the Company, that owns G3 VRM Acquisition Corp. (the “SPAC”), a Delaware corporation and special purpose acquisition company being co-sponsored by the Company. On April 12, 2021, the Sponsor Entity converted to a Delaware limited liability company, changed its name to “G3 VRM Holdings LLC” and a co-sponsor was added as a member of the Sponsor Entity resulting in an equity interest of 44.40% attributed to the Company. On April 14, 2021, the SPAC, filed a Registration Statement on Form S-1 with the SEC in connection with a proposed initial public offering of units (the “Units”) by the SPAC. Each Unit consists of one share of common stock, $0.0001 par value, and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit. The SPAC granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any. On June 30, 2021, the registration statement relating to the initial public offering (“IPO”) of the SPAC was declared effective by the SEC and the Company entered into a Private Placement Unit Purchase Agreement with the Sponsor Entity and Maxim Partners LLC obligating the co-sponsors through the Sponsor Entity to purchase up to an aggregate of 547,500 Units (or 600,000 Units if the underwriters exercise the over-allotment in full) in the SPAC (the “Private Placement”). As a result of ceasing to have a controlling financial interest in G3 VRM Holdings LLC on April 12, 2021, the Company accounted for the Sponsor Entity as an equity investment and has elected the fair value option resulting in a carrying value of $11 thousand and no gain or loss recognized for the six months ended June 30, 2021. Upon effectiveness of the IPO registration statement on June 30, 2021, the Company and the co-sponsor each transferred $2,713 thousand, for an aggregate of $5,425 thousand, to the Sponsor Entity pursuant to the Private Placement agreement to be transferred to the SPAC upon closing of the IPO, including up to $225 thousand each, or an aggregate of $450 thousand, subject to the underwriters’ over-allotment option. On July 6, 2021, the SPAC consummated the IPO of 10,626,000 units (the “Units”), including 626,000 Units pursuant to the partial exercise of the underwriter’s over-allotment option, generating gross proceeds of $106,260 thousand. As co-sponsor, VerifyMe indirectly, through G3 VRM Holding LLC, beneficially owns approximately 9.42% of the outstanding shares G3 VRM Acquisition, upon consummation of the IPO, which are subject to forfeiture upon certain conditions and restrictions on transfer. As of July 6, 2021, a total of $107,854 thousand of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the SPAC’s public shareholders. Simultaneously with the closing of the IPO, the SPAC consummated the Private Placement of an aggregate of 569,410 units with the Sponsor Entity purchasing 516,280 units and Maxim Partners LLC purchasing 53,130 units, generating total proceeds of $5,694 thousand. Of this amount, the Company is the indirect beneficial owner of 229,228 units purchased for a total of $2,581 thousand. As of June 30, 2021, this amount, plus the $132 thousand transferred to cover the unexercised portion of the over-allotment option, was deemed to be a deposit until the consummation of the IPO, including the over-allotment, and was classified as Due from related parties in the accompanying Balance Sheets (See Note 3 – Related Parties). The classification is based upon the reasoning that had the IPO not been consummated, the Sponsor Entity would have wound down its operations and returned the monies to its investors.

RELATED PARTIES

RELATED PARTIES	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 3 – RELATED PARTIES As of June 30, 2021, the Company has related party receivables consisting of: (i) $2,713 thousand receivable from the Sponsor Entity, which includes the deposit relating to the SPAC Private Placement and funds covering the exercise of the underwriter's overallotment option; (ii) $208 thousand receivable from the SPAC for expenses covered prior to the consummation of the IPO; (iii) $16 thousand receivable from the Company’s co-sponsor of the Sponsor Entity, see Note 2 Equity Investment for details; and (iv) $15 thousand deposit refundable from an affiliate of the Company’s co-sponsor of the Sponsor Entity for consulting services provided that were unrelated to the SPAC or co-sponsorship.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT Equipment for Lease During the six months ended June 30, 2021 and 2020, the Company capitalized $45 thousand and $73 thousand (including a $51 thousand deposit made in fiscal 2019) respectively, in connection with the certification and production of the VerifyChecker™ and the VerifyAuthenticator TM

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS Patents and Trademarks As of June 30, 2021, the current patent and trademark portfolios consist of twelve granted U.S. patents and one granted European patent validated in four countries (France, Germany, United Kingdom, and Italy), five pending U.S. and foreign patent applications, six registered U.S. trademarks, two EU trademark registrations, one Colombian trademark registration, one Australian trademark registration, one Japanese trademark registration, one Mexican trademark registration, one Singaporean trademark registration, and seventeen pending US and foreign trademark applications. Our issued patents expire between the years 2022 and 2039. Costs associated with the prosecution and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the six months ended June 30, 2021 and 2020, the Company capitalized $55 thousand and $29 thousand, respectively, of patent and trademarks costs. Amortization expense for patents and trademarks was $9 thousand and $7 thousand for the three months ended June 30, 2021 and 2020, respectively, and $16 thousand and $14 thousand for the six months ended June 30, 2021 and 2020, respectively. Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with FASB ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company capitalized $77 thousand and $0 for the six months ended June 30, 2021 and 2020, respectively. Amortization expense for capitalized software was $7 thousand and $5 thousand for the three months ended June 30, 2021 and 2020, respectively, and $12 thousand and $10 thousand for the six months ended June 30, 2021 and 2020, respectively, included in general and administrative expense in the accompanying Statements of Operations.

TERM NOTE

TERM NOTE	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
TERM NOTE	NOTE 6 – TERM NOTE On May 17, 2020, the Company entered into a paycheck protection program term note for $72 thousand (the “SBA Loan”) with PNC Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) pursuant to the Paycheck Protection Program (the “PPP”), which is administered by the U.S. Small Business Administration. The SBA Loan is scheduled to mature on May 17, 2022, bears interest at a rate of 1.00% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. Pursuant to the CARES Act and the PPP, all or a portion of the principal amount of the SBA Loan is subject to forgiveness so long as, over the eight-week period following the receipt of the SBA Loan, the Company used those proceeds for payroll costs, payment on rent obligations, utility costs, and costs of certain employee benefits as per Section 1106 of the CARES Act. As of December 31, 2020, the amount outstanding on the SBA Loan was $72 thousand classified as Long-Term Liabilities and included in the accompanying Balance Sheets. 11 Table of Contents The Company applied for and was notified in June 2021 that $69 thousand in eligible payroll expenditures as described in the CARES Act, has been forgiven. Loan forgiveness is reflected in other income in the accompanying Statements of Operations. The forgiveness recognized during the six months ended June 30, 2021, included principal of $69 thousand, and interest payable of $1 thousand. The remaining loan balance of $3 thousand was paid in full as of June 30, 2021.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY The Company expensed $407 thousand and $622 thousand related to restricted stock awards for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2020, the Company expensed $23 thousand and $99 thousand, respectively, related to restricted stock awards. During the six months ended June 30, 2021, the Company issued 5,426 shares of restricted common stock in relation to investor relation services with a stock-based compensation expense of $23 thousand. Effective January 1, 2021, the Company approved restricted stock units or restricted stock awards, for each non-employee director, with a grant date fair value equal to $100 thousand. If the non-employee director serves as a Board committee chair or Lead Independent director, he or she will also receive and an additional award of restricted stock units or restricted stock award with a grant date fair value equal to $25 thousand. These awards will vest in full on the earlier of the one-year anniversary of the date of grant subject to the non-employee director’s continued service on the Board of Directors. In January 2021, a total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting one year from the date of issuance. The Company expensed $149 thousand and $277 thousand related to restricted stock units for the three and six months ended June 30, 2021. There was no expense related to restricted stock units for the six months ended June 30, 2020. On April 16, 2021, upon vesting of the restricted stock awards held by our Chief Executive Officer, the Company withheld and retired 12,843 shares of common stock in order to satisfy his U.S. payroll tax withholding obligations. Effective April 15, 2021, Norman Gardner, our former Chairman of the board of directors retired from the board of directors. Mr. Gardner was awarded 69,284 shares of restricted stock for a fair value of $300 thousand, half of which vest immediately and the balance vesting in equal installments on June 30, 2022 and June 30, 2023 pursuant to a two-year independent contractor consulting agreement with the Company. Mr. Gardner agreed to cancel options to purchase 8,300 shares that were scheduled to expire on December 21, 2026. Additionally, the Company accelerated the vesting of 40,000 restricted shares held by Mr. Gardner that were scheduled to vest in August 2021. Payments and vesting of restricted stock awards under the agreement will be accelerated upon Mr. Gardner's death or termination other than for cause. On April 15, 2021, the board of directors granted the Company's Chief Financial Officer, an award of 5,000 shares of restricted stock with a fair value equal to $21 thousand, half of which vested on April 15, 2021, and half of which vests on April 15, 2022. The Company withheld and retired 750 shares of common stock in order to satisfy her U.S. payroll tax withholding obligations. In April 2021, the Company granted an employee, an award of 5,000 shares of restricted stock with a fair value of $21 thousand, vesting annually over a two-year period from the date of grant. Effective March 1, 2021, the Company amended and restated the Consulting Agreement it has with its Chief Operating Officer. The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date. As a result, 80,000 options previously granted to the Company’s Chief Operating Officer now expire on March 1, 2026. The Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and expensed a change in fair value of $75 thousand. On February 9, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (“Maxim”), as the representative of several underwriters pursuant to which the Company agreed to issue and sell to the underwriters in an underwritten public offering an aggregate of 1,650,000 shares of common stock, of the Company at a public offering price of $5.30 per share, less underwriting discounts and commissions. The public offering closed on February 12, 2021 resulting in gross proceeds of $8.7 million and net proceeds of $8.1 million, less underwriting discounts and commissions and other offering expenses. In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021 Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions. The total net proceeds from the public offering including partial exercise of the overallotment option, were $8,447 thousand. 12 Table of Contents On June 17, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters (the “Representative”), for an underwritten public offering (the “Offering”) of an aggregate of 2,173,913 Units consisting of one share (each a “Share” and collectively, the “Shares”) of the Company’s common stock, and a warrant to purchase one share of Common Stock (each a “Warrant” and collectively, the “Warrants”) at an exercise price equal to $4.60 per share of Common Stock. The public offering price was $4.60 per Unit and the underwriters agreed to purchase 2,173,913 Units at an 8.0% discount to the public offering price. The Company granted the Representative a 45-day option to purchase up to 326,087 Shares and/or Warrants for 326,087 shares of Common Stock to cover over-allotments, if any. The Offering closed on June 22, 2020 resulting in gross proceeds of $10.0 million, before deducting underwriting discounts and commissions and other offering expenses. Also, on June 22, 2020, the Representative partially exercised its over-allotment option to purchase 50,000 Shares and 325,987 Warrants for gross proceeds of $232,759. The net proceeds in relation to the Offering and including the over-allotment option were $9,023 thousand. Additionally, the Company issued 30,000 shares of common stock for consulting services related to the Offering, with a fair value of $124,800 accounted for in Additional Paid in Capital and included in the accompanying Statement of Balance Sheets. Of the 2,173,913 Units purchased in the Offering, 17,800 Units were purchased by two directors of the Company. Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 173,913 shares of Common Stock (the “Representative’s Warrants”). The Representative’s warrants are exercisable at $5.06 per share, are initially exercisable 180 days after the effective date of the Offering and have a term of three years from their initial exercise date. In connection to the closing of the Offering and the related automatic conversion of the 2020 Debentures (as defined below) the Company issued 637,513 shares of common stock related to the principal amount outstanding of $1,992,000 and interest expense of $60,802 and issued 179,200 shares of common stock related to the cancellation of the 2020 Warrants. In May 2020, the Company rescinded and cancelled an aggregate of 19,401 shares of common stock that the Company had approved for issuance but were not yet issued and outstanding shares. On April 16, 2020, the Company granted Mr. White a restricted stock award of 37,500 restricted shares of the Company’s common stock in lieu of $150,000 in deferred salary. Of this amount, $119,041 was accrued in prior years, and the remaining amount was expensed in payroll expenses included in the accompanying Statement of Operations. The restricted stock award vests in full one-year from the date of grant, subject to Mr. White’s continued services as an officer and employee of the Company on the vesting date. On March 6, 2020, the Company completed the offering of senior secured convertible debentures (the “2020 Debentures”) and warrants and raised $1,992,000 in gross proceeds from the sale of the 2020 Debentures and warrants. In connection to the 2020 Debentures, the Company issued 19,208 restricted shares of common stock during the three and six months ended June 30, 2020. Shares Held in Treasury As of June 30, 2021 and December 31, 2020, the Company had 74,527 and 7,011 shares, respectively, held in treasury with a value of approximately $341 thousand and $113 thousand, respectively. In November 2020, the Company’s Board of Directors approved a share repurchase program for up to $1.5 million of the Company’s common stock until August 16, 2021. Under this program, 67,516 shares were repurchased in the open market during the six months ended June 30, 2021. On August 12, 2021, the Company extended its share repurchase program to expire on August 16, 2022. All other terms and conditions remained the same.

STOCK OPTIONS, RESTRICTED STOCK

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	NOTE 8 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS During 2013, the Company adopted the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards up to an aggregate of 400,000 shares of common stock. The 2013 Plan is intended to permit certain stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as incentive stock options are deemed to be non-qualified stock options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) that covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee. On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, which authorizes the potential issuance of up to 1,069,110 shares of common stock. On September 30, 2020, the Company’s stockholders approved the 2020 Plan, and upon such approval the 2020 Plan became effective and the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee. 13 Table of Contents The 2020 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000. The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. On April 15, 2021, Norman Gardner agreed to cancel options to purchase 8,300 shares that expire on December 21, 2026 in connection with his retirement agreement. No stock options were granted during the six months ended June 30, 2021. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Forfeited/Cancelled/Expired (8,300 ) 9.72 Balance as of June 30, 2021 465,471 $ 4.38 Exercisable as of June 30, 2021 465,471 $ 4.38 4.38 $ 329 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. The following table summarizes the activities for the Company’s unvested stock options for the six months ended June 30, 2021: 14 Table of Contents Unvested Options Weighted - Average Number of Unvested Options Grant Date Exercise Price Balance as of December 31, 2020 10,000 $ 9.75 Vested (10,000 ) 9.75 Balance as of June 30, 2021 - $ - During the three and six months ended June 30, 2021 the Company expensed $0 and $85 thousand, respectively, with respect to stock options. During the three and six months ended June 30, 2020 the Company expensed $268 and $485 thousand, respectively. As of June 30, 2021, there was $0 unrecognized compensation cost related to outstanding stock options. The following table summarizes the activities for the Company’s warrants for the three months ended June 30, 2021: Warrants Outstanding Number of Shares Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of June 30, 2021 3,779,243 $ 5.89 3.5 Exercisable as of June 30, 2021 3,779,243 $ 5.89 3.5 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.22 for our common stock on June 30, 2021.

CONCENTRATIONS

CONCENTRATIONS	6 Months Ended
	Jun. 30, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 9 – CONCENTRATIONS Revenue For the three and six months ended June 30, 2021, three customers represented 97% and 84% of revenues, respectively. Accounts Receivable As of June 30, 2021, two customers represented 94% of accounts receivable.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS In August 2021, upon vesting of the restricted stock awards held by our Chief Executive Officer, the Company withheld and retired 18,720 shares of common stock in order to satisfy his U.S. payroll tax withholding obligations. In August 2021, the Company issued 1,087 shares of restricted common stock in relation to investor relation services. In July 2021, the Company issued 1,087 shares of restricted common stock in relation to investor relation services. On August 12, 2021, the Company extended its share repurchase program to expire on August 16, 2022. All other terms and conditions remained the same.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Nature of the Business	Nature of the Business VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. The Company is a technology solutions provider specializing in brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, consumer engagement, and track and trace features for labels, packaging and products. Until 2018, the Company primarily engaged in the research and development of its technologies. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS TM TM TM TM TM TM TM TM The Company’s activities are subject to significant risks and uncertainties, including its ability to successfully commercialize its technologies and the need to further develop the Company’s intellectual property.
Reclassifications	Reclassifications Certain amounts presented for the three and six months ended June 30, 2021 reflect reclassifications made to conform to the presentation in our current reporting period.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2021. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.
Equity Investments	Equity Investments Equity investments are reported at fair value with changes in unrecognized gains or losses included in other income on the statement of operations. 9 Table of Contents Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. During the three and six months ended June 30, 2021, the Company’s revenues were primarily made up of revenue generated from printing labels and through our product authentication technology, as we expanded into the personal protective equipment industry in the first quarter of 2021.
Revenue Recognition	Revenue Recognition
Basic and Diluted Net Income per Share of Common Stock	Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three and six months ended June 30, 2021 and 2020, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three and six months ended June 30, 2021, there were approximately 4,338,000 anti-dilutive shares consisting of 465,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. For the three and six months ended June 30, 2020, there were approximately 4,369,000 anti-dilutive shares consisting of 446,000 shares issuable upon exercise of options, 3,779,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock.

STOCK OPTIONS, RESTRICTED STO_2

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Schedule of stock option activity	Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Forfeited/Cancelled/Expired (8,300 ) 9.72 Balance as of June 30, 2021 465,471 $ 4.38 Exercisable as of June 30, 2021 465,471 $ 4.38 4.38 $ 329 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period.
Schedule of summary for the activities of unvested stock options	The following table summarizes the activities for the Company’s unvested stock options for the six months ended June 30, 2021: 14 Table of Contents Unvested Options Weighted - Average Number of Unvested Options Grant Date Exercise Price Balance as of December 31, 2020 10,000 $ 9.75 Vested (10,000 ) 9.75 Balance as of June 30, 2021 - $ -
Schedule of warrant activity	The following table summarizes the activities for the Company’s warrants for the three months ended June 30, 2021: Warrants Outstanding Number of Shares Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of June 30, 2021 3,779,243 $ 5.89 3.5 Exercisable as of June 30, 2021 3,779,243 $ 5.89 3.5 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.22 for our common stock on June 30, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Common stock, par value	$ 0.001		$ 0.001		$ 0.001
Anti-dilutive shares	4,338,000	4,369,000	144,000	4,369,000
Stock Options [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	465,000	446,000	465,000	446,000
Warrant [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	3,779,000	3,779,000	3,779,000	3,779,000
Preferred Stock [Member]
Restructuring Cost and Reserve [Line Items]
Anti-dilutive shares	144,000	144,000	4,338,000	144,000

EQUITY INVESTMENT (Details Narr

EQUITY INVESTMENT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 06, 2021	Apr. 14, 2021	Jun. 30, 2021	Feb. 26, 2021	Dec. 31, 2020
Equity investment carrying value			$ 11
Common stock par value			$ 0.001		$ 0.001
Amounts due from related parties			$ 132
Over-Allotment Option [Member]
Initial public offering shares	626,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Initial public offering shares		1,500,000
IPO [Member]
Common stock par value		$ 0.0001
Offering price per share		$ 10
IPO [Member] | Subsequent Event [Member]
Initial public offering shares	10,626
Gross proceeds from units sold	$ 106,260
Private Placement [Member] | Subsequent Event [Member]
Initial public offering shares	569,410
IPO and the Private Placement	$ 107,854
Private Placement [Member] | Subsequent Event [Member] | G3 VRM Holdings LLC and Maxim Partners LLC [Member]
Gross proceeds from units sold	$ 5,694
Private Placement [Member] | Subsequent Event [Member] | Beneficial Owner [Member]
Initial public offering shares	229,228
Gross proceeds from units sold	$ 2,581
Sponsor Entity [Member] | Subsequent Event [Member]
Initial public offering shares	516,280
Maxim Partners LLC [Member] | Subsequent Event [Member]
Initial public offering shares	53,130
Company and Co-sponsor [Member] | G3 VRM Holdings LLC and Maxim Partners LLC [Member]
IPO registration statement transferred amount			2,713
IPO registration statement aggregate transferred amount			5,425
Underwriters over-allotment option [Member]
Private Placement agreement to be transferred to the SPAC upon closing of the IPO			225
Aggregate amount of Private Placement agreement to be transferred to the SPAC upon closing of the IPO			$ 450
Co-sponsor [Member]
Percentage of equity interest				44.40%
Co-sponsor [Member] | Private Placement [Member]
Initial public offering shares			547,500
G3 VRM Holdings LLC [Member] | Subsequent Event [Member]
Percentage of equity interest	9.42%
Underwriter [Member] | Over-Allotment Option [Member]
Initial public offering shares			600,000

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) $ in Thousands	Jun. 30, 2021USD ($)
Amounts due from related parties	$ 132
SPAC [Member]
Amounts due from related parties	208
Co-sponsor of G3 VRM Holdings LL [Member]
Amounts due from related parties	16
Co-sponsor [Member]
Amounts due from related parties	15
Sponsor Entity [Member]
Amounts due from related parties	$ 2,713

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019
Equipment for lease, useful life			5 years
Capitalized amount	$ 45	$ 73	$ 45	$ 73
Deposit					$ 51
Equipment For Lease [Member]
Depreciation	$ 16	$ 12	$ 27	$ 23

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021USD ($)Number	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)Number	Jun. 30, 2020USD ($)
Capitalized patent costs and trademarks | $			$ 77	$ 0
Amortization expense | $	$ 7	$ 5	$ 12	10
Patents [Member]
Number of patents granted	12		12
Number of pending patents	4		4
Number of trademarks	6		6
Number of pending trademarks	17		17
Amortization method			straight-line basis
Description of expire			issued patents expire between the years 2022 and 2039
Patents [Member] | Europe [Member]
Number of patents granted	1		1
Patents [Member] | Foreign [Member]
Number of pending patents	5		5
Number of pending trademarks	17		17
Patents [Member] | Minimum [Member]
Estimated lives of intangible assets			17 years
Patents [Member] | Maximum [Member]
Estimated lives of intangible assets			19 years
Capitalized Software [Member]
Estimated lives of intangible assets			5 years
Trademarks [Member]
Amortization method			straight-line basis
Trademarks [Member] | Europe [Member]
Number of trademarks	2		2
Trademarks [Member] | COLOMBIA [Member]
Number of trademarks	1		1
Trademarks [Member] | AUSTRALIA [Member]
Number of trademarks	1		1
Trademarks [Member] | JAPAN [Member]
Number of trademarks	1		1
Trademarks [Member] | MEXICO [Member]
Number of trademarks	1		1
Trademarks [Member] | SINGAPORE [Member]
Number of trademarks	1		1
Patents and Trademark [Member]
Capitalized patent costs and trademarks | $			$ 55	29
Amortization expense | $	$ 9	$ 7	$ 16	$ 14

TERM NOTE (Details Narrative)

TERM NOTE (Details Narrative) - USD ($) $ in Thousands	May 17, 2020	Jun. 30, 2021	Jun. 30, 2020
Loan forgiveness		$ 69
Repayments of loan payable		3
Interest payable		1
Paycheck Protection Program Term Note [Member]
Long term liabilities		$ 72
Paycheck Protection Program Term Note [Member] | PNC Bank, N.A. [Member]
Principal value	$ 72
Maturity date	May 17, 2022
Interest rate	1.00%

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 06, 2021	Apr. 15, 2021	Apr. 14, 2021	Mar. 01, 2021	Feb. 19, 2021	Feb. 12, 2021	Feb. 09, 2021	Jan. 02, 2021	Jun. 22, 2020	Jun. 17, 2020	Jun. 17, 2020	Apr. 16, 2020	Apr. 30, 2021	Apr. 16, 2021	May 31, 2020	Jan. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Mar. 06, 2020
Restricted stock/Restricted stock units, Expense																	$ 149		$ 277
Number of common stock issued																	7,435,005		7,435,005			5,603,888
Proceeds from issuance public offering																			$ 8,447	9,023
Fair value of shares issued																	$ 13	$ 10	$ 23	$ 18
Treasury Stock Share																	74,527		74,527			7,011
Treasury Stock Value																	$ 341		$ 341			$ 113
Common Stock [Member]
Restricted stock units issued																	65,691	37,500	75,691	37,500
Number of shares issued for services																	3,261	2,002	5,426	3,335
2020 Warrants [Member] | 2020 Debentures [Member]
Gross proceeds from the sale																							$ 1,992
IPO [Member]
Public offering price (in diollars per share)			$ 10
Over-Allotment Option [Member]
Number of units issued in transaction	626,000
Underwriting Agreement [Member] | 2020 Debentures [Member]
Number of common stock issued																	637,513		637,513
Principal amount																	$ 1,992		$ 1,992
Interest expense																			$ 60,802
Underwriting Agreement [Member] | Representative's Warrants [Member]
Number of warrant issued																	173,913		173,913
Cashless exercise of warrants																	5.06		5.06
Warrant term																	3 years		3 years
Underwriting Agreement [Member] | 2020 Warrants [Member] | 2020 Debentures [Member]
Number of common stock issued																	179,200		179,200
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Number of units issued in transaction			1,500,000
Maxim Group LLC [Member] | Underwriting Agreement [Member] | IPO [Member]
Description of closing price of common shares																			In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021 Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions.
Number of units issued in transaction							1,650,000			2,173,913
Public offering price (in diollars per share)							$ 5.30			$ 4.60	$ 4.60
Transaction date										Jun. 22, 2020
Proceeds from issuance public offering						$ 8,700				$ 100,000
Net proceeds from over-allotment option less underwriting discounts and commissions						$ 8,100
Number of shares issued for services										30,000
Maxim Group LLC [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member]
Number of units issued in transaction					100,000				50,000		326,087
Proceeds from issuance public offering					$ 530
Net proceeds from over-allotment option less underwriting discounts and commissions					493				$ 9,023
Net proceeds from the public offering including exercise of the overallotment option					$ 8,447
Maxim Group LLC [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | Warrant [Member]
Number of units issued in transaction									325,987		326,087
Two Directors [Member] | Underwriting Agreement [Member] | IPO [Member]
Number of units issued in transaction																			17,800
Chief Operating Officer [Member]
Number of options granted				80,000
Change in fair value				$ 75
Chief Operating Officer [Member] | Consulting Agreement [Member]
Description of amended and restated																			The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date.
Chief Executive Officer (Patrick White) [Member]
Withheld shares of common stock tax obligation														12,843
Chief Financial Officer [Member]
Restricted stock/Restricted stock units, Expense		$ 21
Restricted stock awards granted		5,000
Withheld shares of common stock tax obligation		750
Chief Financial Officer [Member] | Tranche One [Member]
Award Vesting rights																			half of which vested on April 15, 2021
Chief Financial Officer [Member] | Tranche Two [Member]
Award Vesting rights																			half of which vests on April 15, 2022
Employee [Member]
Restricted stock/Restricted stock units, Expense													$ 21
Restricted stock awards granted													5,000
Restricted stock awards vesting period													2 years
Board of Director [Member]
Repurchase program shares																	67,516		67,516
Repurchase program value																	$ 1,500		$ 1,500
Restricted Stock Units (RSUs) [Member]
Restricted stock/Restricted stock units, Expense																	$ 407	$ 23	$ 622	$ 99
Restricted Stock Units (RSUs) [Member] | Private Placement [Member]
Number of common stock issued																	19,208		19,208
Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member] | Norman Gardner [Member]
Restricted stock/Restricted stock units, Expense		$ 300
Restricted stock awards granted		69,284
Expire date		Dec. 21, 2026
Additionally accelerated vesting shares		40,000
Award Vesting rights																			half of which vest immediately and the balance vesting in equal installments on June 30, 2022 and June 30, 2023
Number of options to purchase cancel		8,300
Restricted Stock Units (RSUs) [Member] | Investor Relations and Advisory Agreement [Member]
Annual fee				$ 214,400
Restricted Stock [Member]
Number of share cancelled															19,401
Description of units transaction																			a total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting one year from the date of issuance.
Number of shares issued for services																			5,426
Fair value of shares issued								$ 100											$ 23
Restricted Stock [Member] | Chief Executive Officer (Patrick White) [Member]
Restricted stock awards granted												37,500
Deferred salary												$ 150									$ 119,041
Restricted stock awards vesting period												1 year
Restricted Stock [Member] | Director [Member]
Restricted stock units issued																145,010
Restricted Stock [Member] | Chief Operating Officer [Member]
Restricted stock awards granted				10,000
Restricted stock awards vesting period				5 years
Expire date				Mar. 1, 2026
Commission (percent)				2.00%
Incentive Stock Options [Member] | Chief Operating Officer [Member]
Restricted stock awards vesting period																1 year

STOCK OPTIONS, RESTRICTED STO_3

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Stock Options [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Number of Shares
Balance at beginning | shares	473,771
Granted | shares
Forfeited/Cancelled/Expired | shares	(8,300)
Balance at ending | shares	465,471
Exercisable at ending | shares	465,471
Weighted Average Exercise Price
Balance at beginning | $ / shares	$ 4.48
Granted | $ / shares
Forfeited/Cancelled/Expired | $ / shares	9.72
Balance at ending | $ / shares	4.38
Exercisable at ending | $ / shares	$ 4.38
Weighted Average Remaining Contractual Term
Exercisable at ending	4 years 4 months 17 days
Aggregate Intrinsic Value
Exercisable at ending | $	$ 329	[1]
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period.

STOCK OPTIONS, RESTRICTED STO_4

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - Nonvested Stock Options [Member]	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Number of Unvested Options
Balance at beginning | shares	10,000
Vested | shares	(10,000)
Balance at ending | shares
Weighted-Average Grant Date Exercise Price
Balance at beginning | $ / shares	$ 9.75
Vested | $ / shares	9.75
Balance at ending | $ / shares

STOCK OPTIONS, RESTRICTED STO_5

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2)	6 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares
Number of Shares
Balance at beginning | shares	3,779,243
Granted | shares
Balance at ending | shares	3,779,243
Exercisable at ending | shares	3,779,243
Weighted Average Exercise Price
Balance at beginning | $ / shares	$ 5.89
Granted | $ / shares
Balance at ending | $ / shares	5.89
Exercisable at ending | $ / shares	$ 5.89
Weighted - Average Remaining Contractual Term
Balance at ending	3 years 6 months
Exercisable at ending	3 years 6 months
Aggregate Intrinsic Value:
Exercisable at ending | $		[1]
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $4.22 for our common stock on June 30, 2021.

STOCK OPTIONS, RESTRICTED STO_6

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Aug. 10, 2020	Nov. 14, 2017	Apr. 15, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2013
Unrecognized compensation cost						$ 0
Warrant [Member]
Exercise price (in dollars per share)				$ 4.22		$ 4.22
Norman Gardner [Member]
Expiration date			Dec. 21, 2026
Cancel options to purchase			8,300
Incentive Stock Options [Member]
Exercise price, description						In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).
Options [Member]
Option, expense				$ 0	$ 268	$ 85	$ 485
2013 Omnibus Equity Compensation Plan [Member] | Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member]
Number of shares authorized to grand awards								400,000
Equity Incentive Plan 2017 [Member] | Board of Director [Member]
Number of common shares issued	1,069,110	260,000
Issued under the 2020 Plan [Member]
Incentive stock options granted						1,000,000

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Three Customer [Member] | Revenues [Member]
Concentration risk, percentage	97.00%	84.00%
Two Customer [Member] | Accounts Receivable [Member]
Concentration risk, percentage		94.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - shares	1 Months Ended
	Aug. 31, 2021	Jul. 31, 2021
Restricted Stock [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Shares retired during the period	18,720
Investor [Member]
Subsequent Event [Line Items]
Number of restricted stock issued	1,087	1,087